Capital markets: debt in Netherlands

Allen & Overy LLP

Jonathan Heeringa leads the debt capital markets group at Allen & Overy LLP, which acts for both lead managers and arrangers as well as large-scale issuers on a wide range of bond matters, with a particular focus on major cross-border mandates where the team is able to benefit from the firm's global footprint. Recent work has included advice on green bonds and hybrid bonds, as well as several novel issuances, including the first Solvency II compliant bond to feature a temporary write-down structure in the Dutch market. At the more junior end, associate Sophia Evenhuis remains highly active in the practice.

Practice head(s):

Jonathan Heeringa

Other key lawyers:

Sophia Evenhuis

Testimonials

‘Jonathan Heeringa is a very pleasant partner to work with. Always available and on top of the matter. ’

Key clients

Achmea

ASML

ING

VodafoneZiggo

Wolters Kluwer

Royal KPN

Atrium European Real Estate

Ahold Delhaize

Work highlights

  • Advised Achema on €500m perpetual restricted tier 1 temporary write-down securities and €250m tier 2 subordinated fixed rate reset notes due 24 September 2039.
  • Acting for ASML as issuer counsel.
  • Advised Deutsche Bank on the DSM EMTN programme, including assisting with a substantive bond issuance to finance a new acquisition.

Clifford Chance

Clifford Chance's group remains one of the Netherland's strongest DCM practices, and is praised by clients for its 'broad and in-depth knowledge of the regulatory and government aspects' . Jurgen van der Meer is primarily active on the firm's large-scale issuer mandates, with a particular focus on deals with a complex cross-border structure, and leads the team alongside senior counsel Tineke Kothe, whose recent issuer-side work has focused heavily on green bonds, in addition to lead manager work for several large financial institutions. Senior associate Hugo van der Molen is a name to note, particularly regarding EU regulatory advice.

Practice head(s):

Jurgen van der Meer; Tineke Kothe

Other key lawyers:

Hugo van der Molen

Testimonials

‘Broad and in-depth knowledge of developments in market practice, regulatory and governmental aspects of the capital markets. Strongest Dutch firm in FIG DCM. ’

‘Jurgen van der Meer possesses strong analytical skills, a good overview of market practice and what peers are doing, and an in-depth knowledge of (and the implementation of) European regulatory directives. ’

Key clients

Rabobank

ABN AMRO

LeasePlan Corporation

PostNL

Morgan Stanley

OCI

Telefonica Europe

Stedin Holding

Deutsche Bank

Siemens

Work highlights

  • Acting for Citigroup and other managers on an issue by ASML Holding of €750m 0.625% notes due 2029. The notes were listed on the Euro MTF Market in Luxembourg.
  • Acting for Merrill Lynch International and the other managers in connection with an issue by Koninklijke Ahold Delhaize of €500m 1.750% notes due 2 April 2027. The Notes were listed on Euronext Amsterdam.
  • Advised Leaseplan on its €500m issue of green bonds due 9 April 2025 under its €15bn debt issuance programme.

De Brauw Blackstone Westbroek

The capital markets team at De Brauw Blackstone Westbroek is a real force within the Dutch market, with a client list that includes many of the largest domestic corporations, which primarily instruct the firm in relation to the setup, updating of, and issuances under large-scale EMTN programmes. London-based Niek Biegman heads the group, which also houses experienced practitioners Menno Stoffer and Ferdinand Hengst, who operate from the firm's Amsterdam office, both of whom are highly experienced in debt matters, with Hengst focusing particularly on international corporate clients, while Stoffer acts for a range of corporates and financial institutions.

Practice head(s):

Niek Beigman

Other key lawyers:

Menno Stoffer; Ferdinand Hengst

Testimonials

The firm provides hands-on advice.

Key clients

Akzo Nobel

AMG Advanced Metallurgical Group

Axalta

BC Partners

Digital Realty

Fugro

Gasunie

Havenbedrijf Rotterdam

HEMA

Leaseplan

LyondellBasell

Nomura

Philips

RELX

Shell

TenneT

Work highlights

  • Acted as lead counsel on the contemplated overhaul of Fugro’s capital structure, including high-yield notes, a super-senior RCF and equity offering.
  • Acting as lead counsel to HEMA on a comprehensive financial restructuring to deleverage its capital structure and provide new cash.
  • Acted for Dutch electricity transmission system operation TenneT on all of its financing work, including the recent (i) issuance of €1bn green hybrid bonds, (ii) update of its EMTN programme and (iii) update of its ECP programme.

Linklaters

Linklaters' debt offering focuses primarily on advising banks and other financial institutions, both on their own debt issuances, as well as in their capacity as underwriters and dealers. The practice is led by Pim Horsten, who is particularly notable for his work in the fields of regulatory capital issues and hybrid issues. Another notable name within the practice is managing associate Menno Baks, whose joint debt and equity practice is useful for  convertible bonds work, and who is developing a strong presence within the market.

Practice head(s):

Pim Horsten

Other key lawyers:

Menno Baks

Key clients

ING

J.P. Morgan

Morgan Stanley

Bank of America Merrill Lynch

HSBC

Barclays

ABN AMRO

Rabobank

Deutsche Bank

Citigroup

Work highlights

  • Advising ING Groep on its debt and regulatory capital issues, such as its $1.5bn 5.750% perpetual additional Tier 1 contingent convertible capital Securities, and its €1.5bn fixed rate subordinated Tier 2 notes due 26 May 2031.
  • Advised the underwriters (HSBC, Citi) on an issue by insurer Aegon of €500m perpetual restricted Tier 1 contingent convertible capital securities.
  • Advised Deutsche Bank as the underwriters on an issue by insurer Achmea of €500m perpetual restricted Tier 1 temporary write-down securities.

NautaDutilh

NautaDutilh remains a real force in debt capital markets work, with frequent instructions on behalf of large corporates, private equity firms, and financial institutions, across a range of issuer, manager, and initial purchaser mandates. The team is also notable for its female leadership, with leadership duties split between Antonia Netiv, New York-based Elizabeth van Schilfgaarde, and managing partner Petra Zijp. Key recent mandates have included large-scale green bond issuances, the establishment of GMTN and EMTN programmes, and hybrid deals such as debt for equity swaps.

Practice head(s):

Petra Zijp; Antonia Netiv; Elizabeth van Schilfgaarde

Other key lawyers:

Dewi Walian; Annefleur van Oel

Testimonials

‘One of the best firms in the Netherlands, great industry and practice focus; I frequently work with them on large corporate finance matters whether in the DCM, ECM or debt restructuring space; recently worked on two large EMTN programs and on a bond restructuring; excellent performance; very efficient, pragmatic and always an eye on the key points’

‘Dewi Walian, Petra Zjip and Annefleur van Oel stand out with their excellent performance’

‘The knowledge and experience but also the human interaction makes it very pleasant to work with Nauta Dutilh. In our dialogues they are not only a partner but also a sparring partner.’

‘Our contact Dewi Walian makes life for us very easy because we know that we don’t miss any points. We can rely on her and that makes her very important to us.’

‘Top of the market, full service’

‘Thanks to her time in London, Antonia Netiv is very attuned to the market and she is very well-rounded across a number of products. Very responsive and practical.’

Key clients

Nederlandse Waterschapsbank

Unibail-Rodamco

Achmea

de Volksbank

Mylan

Aercap

Citycon

Prosus N.V.

Daimler International Finance B.V.

Work highlights

  • Advised De Volksbank on its first (€500m) green bond issue and its issue of €500m subordinated Tier 2 green bonds.
  • Assisted Prosus with the establishment of its $6bn global medium-term note programme and with its debut offering of $1.25bn notes.
  • Advised Daimler International Finance on the establishment of its panda programme and the first two panda bond issuances of €5.14bn (CNY40bn) and €1.25bn (CNY10bn).

Simmons & Simmons

Simmons & Simmons has developed a substantial practice in the field of annual programme updates, advising several large multinational and domestic corporates on their high-value EMTN programmes, while green bonds is another key area of issuer side-work. The firm also acts for several banking clients on both their debt issuance programmes, as well as in their capacity as lead managers or arrangers in corporate issuances. Peter Voorhees leads the group, while Marieke Driessen is a key name for Dutch clients, and associate Shari Taylor Molloy is one to watch within the team.

Practice head(s):

Peter Voorhees

Other key lawyers:

Marieke Driessen; Shari Taylor Molloy

Key clients

ING Bank

Citigroup

BNG Bank

Rabobank

The Dutch State

NWB Bank

NIBC Bank

LeasePlan

NatWest Markets

Macquarie Bank

Work highlights

  • Acted for Heineken as issuer on the update of its €20bn euro medium-term note programme and multiple issuances thereunder.
  • Acted for BNG Bank as issuer on the update of its €100bn debt issuance programme and multiple issuances thereunder.
  • Acted as counsel to the dealers and NatWest Markets as arranger on the update of Akzo Nobel’s euro medium-term note programme – and its €50m issuance thereunder.

Houthoff

The team at Houthoff covers the full range of debt capital markets matters, with a strong contingent of both large corporates and financial institutions among its client list. The practice is jointly led by Alexander KaarlsAndré de NeveJetty Tukker and Jessica Terpstra, with clients praising the team for its 'quick and practical approach'. Key areas of recent work have included cross-border bond issues for both domestic and international corporates, green bonds, secondary listings, and private placements.

Practice head(s):

Alexander Kaarls; Jetty Tukker; Jessica Terpstra; André de Neve

Testimonials

‘In-depth knowledge combined with a practical approach’

‘Their practical approach makes them quick and efficient’

Key clients

The Vitol Group

Royal VolkerWessels

Lehman Brothers Treasury

Reggeborgh

BTG Pactual/PPLA Participations

DH Private Equity

TMF Group

DP Eurasia N.V.

Ronson Europe N.V.

The State of the Netherlands (the Dutch government)

Vimetco

Citigroup

Deutsche Bank

J.P. Morgan

Globalworth

Petrobras

Work highlights

  • Advising Globalworth Poland Real Estate N.V. (“GPRE”) and its majority shareholder Globalworth Real Estate Investments Ltd. (“GREIL”) on the delisting of the shares of GPRE from the Warsaw Stock Exchange in Poland and the statutory squeeze-out of GPRE’s minority shareholders.
  • Advised DGB Group on the repurchase of 2,249,999 of its own shares from its major shareholder MountainShield Capital Fund.
  • Representing Petrobras in its defence in a securities class action submitted by the mass claims vehicle Stichting Petrobras Compensation Foundation allegedly representing a worldwide class of holders of securities (US investors excluded) who claim to have suffered financial loss as a result of the alleged fraud within the Petrobras group during the period 2004 – 2014.

Loyens & Loeff

Loyens & Loeff is highly active in cross-border matters, frequently working with UK and US counsel on behalf of large Dutch clients issuing bonds in US dollars, as well as representing lead managers and arrangers. Martijn Schoonewille heads the team, and is highly experienced in private placements and EMTN programme updates,  as well as more more novel matters such as sustainable development goal-linked bonds. Mariette Van ’t Westeinde is another key name within the practice, and has a particular focus on structured finance and securitisation-related deals.

Practice head(s):

Martijn Schoonewille

Other key lawyers:

Mariette van’t Westeinde

Key clients

OI European Group B.V.

ENEL Finance International N.V.

Mondelēz International Holdings Netherlands B.V.

Merrill Lynch B.V.

Givaudan Finance Europe B.V.

VEON Holdings B.V.

Oriflame Holdings B.V.

Ferrari N.V.

ISS

Clear Channel

InterXion Holding N.V.

Work highlights

  • Acted as Dutch counsel and advised on the Dutch corporate, financial regulatory and tax law aspects of the issuance and offering by Mondelēz International Holdings Netherlands of its euro and US dollar notes, totalling €1.5bn.
  • Acted as Dutch counsel to Enel Finance International on its issuance of the first general-purpose SDG-linked bond in the capital markets.
  • Acted as Dutch counsel to Ferrari on the issuance and offering of its €650m 1.5% fixed rate notes due 2025.

Stibbe

Stibbe is highly active in issuer-side work, advising a range of both domestic and multinational clients on a range of note offerings, as well as handling the restructuring and updating of bond programmes. The team is led by experienced practitioner  Rein van Helden, who also leads the firm's broader banking and finance group. Other notable figures within the practice include Maarten de Bruin, who is frequently involved in issuances by corporate clients, and Job Van Hooff, who frequently works with the capital markets team in matters involving distressed finances and restructuring of notes.

Practice head(s):

Rein van Helden

Other key lawyers:

Maarten de Bruin; Job Van Hooff

Key clients

ASM International

Bain Capital

Barclays

Blackstone

BNP Paribas

British American Tobacco

Cimpress

Cinven

Citigroup

Constellium

Credit Suisse

DBRS Ratings

Deutsche Bank

Frigoglass

Fyber

IQ EQ

ING

Intertrust

J.P. Morgan

Goldman Sachs

Marubeni

Mitsui

Modec

Morgan Stanley

PostNL

PSA Groupe

Robert Bosch

Smurfit Kappa

Wright Medical Group

Steinhoff International

Work highlights

  • Advised Q-Park on a notes offering.
  • Advising the Management Board of HEMA on a comprehensive debt restructuring, involving a lock up agreement with a group of noteholders holding approximately 62% of HEMA’s €600m floating rate senior secured notes due 2022.
  • Advised Frigoglass on the offering of €260m in aggregate principal amount of 6.875% senior secured notes due 2025.

Hogan Lovells International LLP

Hogan Lovells International LLP continues to be highly active in the Dutch market. The firm is primarily instructed as issuer counsel, though it also acts for several large Dutch financial institutions, for which it handles both issuer and manager-side work. Practice co-head Robert Masman specialises in deals with more complex structural elements such as covered bonds, while fellow co-head Wouter Jongen handles a range of corporate debt issuances.

Practice head(s):

Robert Masman; Wouter Jongen

Testimonials

‘Good understanding of our business and the market.’

‘Robert Masman is approachable with a hands on mentality and very able to get the point across.’

Work highlights

  • Advised ING Bank on various issuances of fixed-rate covered bonds listed on Euronext Amsterdam under its soft bullet covered bond programme.
  • Advising Royal Schiphol Group on the issuance of €750m 2.00% fixed rate green bonds due April 2029 under its €3bn euro medium-term note programme as guaranteed by Schiphol Nederland.